Sec Form 4 Filing - Tananbaum James B. @ Gemini Therapeutics, Inc. /DE - 2021-10-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tananbaum James B.
2. Issuer Name and Ticker or Trading Symbol
Gemini Therapeutics, Inc. /DE [ GMTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GEMINI THERAPEUTICS, INC., 300 ONE KENDALL SQUARE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2021
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1,500,000 I See footnote ( 2 ) ( 3 )
Common Stock 2,928,750 I See footnote ( 2 ) ( 3 )
Common Stock 411,500 I See footnote ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.8 10/04/2021 A 17,245 ( 1 ) 10/03/2021 Common Stock 17,245 $ 0 17,245 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tananbaum James B.
C/O GEMINI THERAPEUTICS, INC.
300 ONE KENDALL SQUARE, 3RD FLOOR
CAMBRIDGE, MA02139
X X
Signatures
/s/ Jason Meyenburg, attorney-in-fact 10/06/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option shall vest and become exercisable on the earlier of (a) the one (1)-year anniversary of the Grant Date and (b) the Company's next annual meeting of stockholders, in each case, so long as the Optionee continues to have a Service Relationship with the Company on such date.
( 2 )These shares of the Issuer's common stock are held of record by FS Development Holdings, LLC ("FSD Holdings"). Foresite Capital Management V LLC ("FCM V LLC") and Foresite Capital Opportunity Management V, LLC ("FCOM V LLC") are general partners, respectively, of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V .L.P."), the sole shareholders of FSD Holdings. Each of FCMV LLC, FCOMV LLC, Capital Fund V L.P and Opportunity Fund V L.P. disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V of FCOM V and may be deemed to have sole voting and dispositive power over these shares.
( 3 )(continued from footnote 2) Each Reporting Person disclaims the existence of a "group." Each of FCM V, FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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